[PRESS RELEASE] – TAMPA, Fla., Nov. 2, 2026 – FLUENT Corp., a vertically integrated, multistate cannabis company, announces that it has entered into a credit conversion agreement with certain creditors (the “lenders”) to its existing senior secured credit agreement, dated Nov. 26, 2024, as amended on March 17, 2026, and April 17, 2026, by and among FLUENT, its Canadian and U.S. subsidiaries, the lenders party thereto and Chicago Atlantic Financial Services LLC, as successor administrative agent (the “credit agreement”).
Pursuant to the terms of the conversion agreement, an aggregate of approximately US$5.7 million of outstanding indebtedness owing under the credit agreement will be settled through the issuance of 310,194,363 common shares in the capital of the company to the lenders, at a deemed price of US$0.0182 per common share (the “debt settlement”), representing 11.8% of the issued and outstanding common shares on a non-diluted basis immediately following the debt settlement.
The issue price per common share is based upon the volume-weighted average trading price of the common shares on the Canadian Securities Exchange (CSE) for the 20 consecutive trading days beginning on, and including, Oct. 2, 2026.
The debt settlement is subject to CSE approval. The company intends to close the debt settlement immediately prior to the completion of the company’s previously announced plan of arrangement with Vireo Growth Inc. All common shares to be issued pursuant to the debt settlement will be subject to a statutory hold period in accordance with applicable securities laws.
